-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WYMPPv3sX0ExjHbK0UmYM1c8yjeaccnbKF7SaFv8L0Eu6uPeXUvSpLahFVwC8kT9 KYcko3t0XmhPBPd3bE69rQ== 0000950117-03-001008.txt : 20030317 0000950117-03-001008.hdr.sgml : 20030317 20030317171625 ACCESSION NUMBER: 0000950117-03-001008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030317 GROUP MEMBERS: BRADFORD WILEY II GROUP MEMBERS: E.P. HAMILTON TRUSTS LLC GROUP MEMBERS: PETER BOOTH WILEY GROUP MEMBERS: TRUST U/A/D 6/2/58 BETWEEN EDWARD P. HAMILTON ET AL (1) GROUP MEMBERS: TRUST U/A/D 6/2/58 BETWEEN EDWARD P. HAMILTON ET AL (2) GROUP MEMBERS: TRUST U/A/D 6/2/58 BETWEEN EDWARD P. HAMILTON ET AL (3) GROUP MEMBERS: TRUST U/W/O EDWARD P. HAMILTON F/B/O DEBORAH E. WILEY GROUP MEMBERS: TRUST U/W/O EDWARD P. HAMILTON F/B/O PETER BOOTH WILEY GROUP MEMBERS: TRUST U/W/O EDWARD P. HAMILTON F/B/O W. BRADFORD WILEY II GROUP MEMBERS: W. BRADFORD WILEY ASSOCIATES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILEY JOHN & SONS INC CENTRAL INDEX KEY: 0000107140 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 135593032 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16136 FILM NUMBER: 03606531 BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 2128506000 MAIL ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILEY DEBORAH E CENTRAL INDEX KEY: 0001200353 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JOHN WILEY & SONS INC STREET 2: 111 RIVER STREET CITY: HOBOKEN STATE: NJ ZIP: 07030 BUSINESS PHONE: 2017486101 MAIL ADDRESS: STREET 1: JOHN WILEY & SONS INC STREET 2: 111 RIVER STREET CITY: HOBOKEN STATE: NJ ZIP: 07030 SC 13D/A 1 a34762.txt JOHN WILEY & SONS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Rule 13d-1(a) Under the Securities Exchange Act of 1934 (Amendment No. 5) John Wiley & Sons, Inc. -------------------------------- (Name of Issuer) Class A Common Stock Class B Common Stock -------------------------------- (Title of Class of Securities) 968223206 (Class A) 968223305 (Class B) -------------------------------- (CUSIP Number) Josephine Bacchi John Wiley & Sons, Inc. 111 River Street Hoboken, New Jersey 07030 (201) 748-6000 -------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Alan Gettner, Esq. Patterson, Belknap, Webb & Tyler, LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2000 March 12, 2003 --------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of 'SS''SS'240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copied of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are sent. (Continued on following pages) (Page 1 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - ------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON: 1. Deborah E. Wiley - ------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] 2. (b) [ ] - ------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - ------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - ------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 1,161,008 (Class A) BENEFICIALLY 26,580 (Class B) OWNED BY ----------------------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING 793,115 (Class A) PERSON 8,187,856 (Class B) WITH ----------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 1,161,008 (Class A) 26,580 (Class B) ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 793,115 (Class A) 8,187,856 (Class B) - ------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,954,123 (Class A) 11. 8,214,436 (Class B) - ------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12. [ ] - ------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% (Class A) 13. 70.7% (Class B) - ------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON IN 14. - -------------------------------------------------------------------------------------------
* The Reporting Person disclaims beneficial ownership of shares not held in her name except to the extent of her pecuniary interest therein. (Page 2 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - ----------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Peter Booth Wiley - ----------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [X] (b) [ ] - ----------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - ----------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - ----------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 1,105,727 (Class A) BENEFICIALLY --------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 793,115 (Class A) REPORTING 8,187,856 (Class B) PERSON --------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 1,105,727 (Class A) --------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 793,115 (Class A) 8,187,856 (Class B) - ----------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,898,842 (Class A) 11. 8,187,856 (Class B) - ----------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - ----------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% (Class A) 13. 70.4% (Class B) - ----------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. IN - -----------------------------------------------------------------------------------------------
* The Reporting Person disclaims beneficial ownership of shares not held in his name except to the extent of his pecuniary interest therein. (Page 3 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - ------------------------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON: Bradford Wiley II - ------------------------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------------------------ SOURCE OF FUNDS 4. OO - ------------------------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - ------------------------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER SHARES 1,078,697 (Class A) BENEFICIALLY ---------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 793,115 (Class A) REPORTING 8,187,856 (Class B) PERSON ---------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 1,078,697 (Class A) ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 793,115 (Class A) 8,187,856 (Class B) - ------------------------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,871,812 (Class A) 11. 8,187,856 (Class B) - ------------------------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - ------------------------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% (Class A) 13. 70.4% (Class B) - ------------------------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. IN - ------------------------------------------------------------------------------------------------
* The Reporting Person disclaims beneficial ownership of shares not held in his name except to the extent of his pecuniary interest therein. (Page 4 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - ---------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: E.P. Hamilton Trusts LLC - ---------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - ---------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - ---------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 436,399 (Class A) BENEFICIALLY 8,151,136 (Class B) OWNED BY EACH -------------------------------------------------------------------- REPORTING 8. SHARED VOTING POWER PERSON -0- WITH -------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 436,399 (Class A) 8,151,136 (Class B) -------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ---------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 436,399 (Class A) 11. 8,151,136 (Class B) - ---------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - ---------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (Class A) 13. 70.1% (Class B) - ---------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. OO - ----------------------------------------------------------------------------------------------------
(Page 5 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - ------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON: 1. W. Bradford Wiley Associates, L.P. - ------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [X] (b) [ ] - ------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - ------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. Delaware - ------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 301,644 (Class A) BENEFICIALLY ------------------------------------------------------------------ OWNED BY 8. SHARED VOTING POWER EACH -0- REPORTING ------------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH 301,644 (Class A) ------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. 301,644 (Class A) - ------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - ------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 0.6% - ------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. PN - -------------------------------------------------------------------------------------------------
(Page 6 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - ------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON: 1. Trust u/w/o Edward P. Hamilton f/b/o Deborah E. Wiley - ------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [X] (b) [ ] - ------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - ------------------------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5. ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - ------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------------------ OWNED BY 8. SHARED VOTING POWER EACH -0- REPORTING ------------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. -0- - ------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - ------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 0% - ------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. OO - -------------------------------------------------------------------------------------------------
(Page 7 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - -------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON: 1. Trust u/w/o Edward P. Hamilton f/b/o Peter Booth Wiley - -------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [X] (b) [ ] - -------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - -------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - -------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH -0- REPORTING ------------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. -0- - -------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - -------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 0% - -------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. OO - --------------------------------------------------------------------------------------------------
(Page 8 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - --------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON: 1. Trust u/w/o Edward P. Hamilton f/b/o W. Bradford Wiley II - --------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [X] (b) [ ] - --------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - --------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - --------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH -0- REPORTING -------------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - --------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. -0- - --------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - --------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 0% - --------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. OO - ---------------------------------------------------------------------------------------------------
(Page 9 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - ----------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON: 1. Trust u/a/d 6/2/58 between Edward P. Hamilton, grantor, and Francis Lobdell and William J. Seawright, as trustees f/b/o Deborah E. Wiley - ----------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [X] (b) [ ] - ----------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - ----------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - ----------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY ---------------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH -0- REPORTING ---------------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH -0- ---------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. -0- - ----------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - ----------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 0% - ----------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. OO - -----------------------------------------------------------------------------------------------------
(Page 10 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - --------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON: 1. Trust u/a/d 6/2/58 between Edward P. Hamilton, grantor, and Francis Lobdell and William J. Seawright, as trustees f/b/o Peter Booth Wiley - --------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [X] (b) [ ] - --------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - --------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - --------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH -0- REPORTING -------------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - --------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. -0- - --------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - --------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 0% - --------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. OO - ---------------------------------------------------------------------------------------------------
(Page 11 of 18 pages) - ---------------------------------------------- CUSIP No. 968223206 (Class A) 968223305 (Class B) - --------------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON: 1. Trust u/a/d 6/2/58 between Edward P. Hamilton, grantor, and Francis Lobdell and William J. Seawright, as trustees f/b/o W. Bradford Wiley II - --------------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [X] (b) [ ] - --------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4. OO - --------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. U.S.A. - --------------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY --------------------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH -0- REPORTING --------------------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - --------------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. -0- - --------------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12. SHARES [ ] - --------------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 0% - --------------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. OO - ---------------------------------------------------------------------------------------------------------
(Page 12 of 18 pages) This Schedule 13D/A amends and restates the Schedule 13D originally filed on July 24, 1978 on behalf of certain of the Reporting Persons which was last amended by Amendment No. 4, dated April 2, 1987. This Amendment No. 5 is filed for the purpose of reporting certain exchanges made by the Reporting Persons, to report new Reporting Persons that may be considered members of a group and to confirm the current holdings of the Reporting Persons. ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D/A relates to the Class A Common Stock, par value $1.00 per share (the "Class A Common Stock"), and the Class B Common Stock, par value $1.00 per share (the "Class B Common Stock"), of John Wiley & Sons, Inc., a New York corporation (the "Company"). The principal executive offices of the Company are located at 111 River Street, Hoboken, New Jersey 07030. The Class A Common Stock and the Class B Common Stock are collectively referred to herein as the "Common Stock." ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D/A is being filed by the following persons and entities (each a "Reporting Person"): Deborah E. Wiley ("Deborah Wiley"), Senior Vice President, Corporate Communications of the Company, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 Peter Booth Wiley ("Peter Wiley"), Chairman of the Board and Director of the Company, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 Bradford Wiley II ("Bradford Wiley"), Director of the Company, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 E.P. Hamilton Trusts LLC, a Delaware limited liability company (the "LLC"), with a principal business address at 1095 Market Street, Suite 309, San Francisco, CA 94103. W. Bradford Wiley & Associates, L.P., a New Jersey limited partnership (the "Partnership"), with a principal business address at 111 River Street, Hoboken, New Jersey 07030. Trust u/w/o/ Edward P. Hamilton f/b/o Deborah E. Wiley, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 Trust u/w/o/ Edward P. Hamilton f/b/o Peter Booth Wiley, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 Trust u/w/o/ Edward P. Hamilton f/b/o W. Bradford Wiley II, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 Trust u/a/d/ 6/2/58 between Edward P. Hamilton, as Grantor, and Francis Lobdell and William J. Seawright, as Trustees, f/b/o Deborah E. Wiley, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 (Page 13 of 18 pages) Trust u/a/d/ 6/2/58 between Edward P. Hamilton, as Grantor, and Francis Lobdell and William J. Seawright, as Trustees, f/b/o Peter Booth Wiley, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 Trust u/a/d/ 6/2/58 between Edward P. Hamilton, as Grantor, and Francis Lobdell and William J. Seawright, as Trustees, f/b/o W. Bradford Wiley II, with a principal business address at 111 River Street, Hoboken, New Jersey 07030 Information concerning the members and management of the LLC, the partners of the Partnership, and the trustees of the trusts listed above is set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person: (i) name, (ii) business address, (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and (iv) citizenship. During the last five years none of the above referenced Reporting Persons or any of their respective directors, executive officers or trustees has (i) been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Each of the reporting persons is (i) a citizen of the United States or (ii) organized under the laws of a state of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As described more fully under Item 4 below, the Reporting Persons seek to maintain ownership and control of the Company. The Reporting Persons agreed to form the LLC for the purposes of consolidating and holding their shares of Class B Common Stock. To effect the restructuring of their share holdings, certain of the Reporting Persons contributed to the LLC shares of Class A Common Stock and Class B Common Stock, and then certain of the Reporting Persons exchanged with the LLC certain shares of Class B Common Stock for shares of Class A Common Stock held by the LLC (the "Transaction"). The consideration for the transfers described above consisted exclusively of shares of Common Stock previously held by the Reporting Persons. No funds, property or other consideration were exchanged in the Transaction. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons completed the Transaction for the purposes of holding their collective interests in the Class B Common Stock in a jointly controlled entity and thereby maintaining and consolidating their control and their family's control over the Company. The holders of the Class A Common Stock are entitled to elect 30% of the entire Board of Directors of the Company, and the holders of the Class B Common Stock are entitled to elect the remainder. The Reporting Persons also seek to mitigate the loss and dilution of voting power when any of Deborah Wiley, Peter Wiley or Bradford Wiley dies and their respective estates may have to sell some of the Common Stock to pay estate taxes. As a result of the Transaction, in exchange for shares of Class B Common Stock, these Reporting Persons obtained shares of Class A Common Stock which will be available for sale to pay estate taxes or for other purposes. (Page 14 of 18 pages) The Reporting Persons collectively hold 8.3 percent of the total outstanding shares of Class A Common Stock, 70.7 percent of the total outstanding shares of Class B Common Stock and control approximately 52 percent of the voting power. In order to consolidate their ownership of the Class B Common Stock, certain of the Reporting Persons contributed shares of Class A Common Stock and Class B Common Stock to the LLC in exchange for membership interests in the LLC. Following the contribution of shares to the LLC and pursuant to an Exchange Agreement, dated March 12, 2003, by and among the LLC, Deborah Wiley, Peter Wiley, Bradford Wiley and the Partnership, certain of the Reporting Persons exchanged shares of Class B Common Stock held individually by them for shares of Class A Common Stock held by the LLC. As discussed more fully under Item 6 of this Schedule 13D/A, Deborah Wiley, Peter Wiley and Bradford Wiley are the managers of the LLC, and therefore maintain control over the shares of Common Stock held by the LLC. As a result of the Transaction, the Reporting Persons changed their form of beneficial ownership over certain shares of Common Stock, but the Reporting Persons as a group did not acquire additional shares of Common Stock. Other than as described in this Schedule 13D/A, the Reporting Persons do not have any specific plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, provided, however, that notwithstanding anything to the contrary in this Schedule 13D/A, the Reporting Persons reserve the right to develop such plans or proposals. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of March 12, 2003, the total number of shares of Common Stock beneficially owned by the Reporting Persons is 4,138,546 shares of Class A Common Stock, representing approximately 8.3 percent of the outstanding Class A Common Stock and 8,214,436 shares of Class B Common Stock, representing approximately 70.7 percent of the outstanding Class B Common Stock. The beneficial holdings of each Reporting Person are set forth below:
Beneficial Owner Class of Stock Number of Shares Percent of Class Deborah E. Wiley Class A 1,954,123 3.9% Class B 8,214,436 70.7% Peter B. Wiley Class A 1,898,842 3.8% Class B 8,187,856 70.4% Bradford Wiley II Class A 1,871,812 3.8% Class B 8,187,856 70.4% LLC Class A 436,399 0.9% Class B 8,151,136 70.1% Partnership Class A 301,644 0.6% Class B -0- -0-% Trust u/w/o/ Edward P. Class A -0- -- Hamilton f/b/o Class B -0- -- Deborah E. Wiley
(Page 15 of 18 pages) Trust u/w/o/ Edward P. Class A -0- -- Hamilton f/b/o Class B -0- -- Peter Booth Wiley Trust u/w/o/ Edward P. Class A -0- -- Hamilton f/b/o Class B -0- -- W. Bradford Wiley II Trust u/a/d/ 6/2/58 between Class A -0- -- Edward P. Hamilton, as Class B -0- -- Grantor, and Francis Lobdell and William J. Seawright, as Trustees, f/b/o Deborah E. Wiley Trust u/a/d/ 6/2/58 between Class A -0- -- Edward P. Hamilton, as Class B -0- -- Grantor, and Francis Lobdell and William J. Seawright, as Trustees, f/b/o Peter Booth Wiley Trust u/a/d/ 6/2/58 between Class A -0- -- Edward P. Hamilton, as Class B -0- -- Grantor, and Francis Lobdell and William J. Seawright, as Trustees, f/b/o W. Bradford Wiley II,
(b) See Items 7, 8, 9 and 10 on the cover pages of this Schedule 13D/A which are incorporated hereto by reference. (c) Except for the transactions described in this Schedule 13D/A, no transactions were effected by the Reporting Persons in the Common Stock during the 60 days preceding the date hereof. (d) NA (e) NA (Page 16 of 18 pages) ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Certain of the shares of Common Stock owned by the Reporting Persons are held pursuant to (a) a Limited Liability Company Operating Agreement of the E.P. Hamilton Trusts LLC (the "Operating Agreement"), and (b) a certain Exchange Agreement (the "Exchange Agreement"), dated as of March 12, 2003, by and among the LLC, Deborah Wiley, Peter Wiley, Bradford Wiley, and the Partnership. The affairs of the LLC are conducted by three of the Reporting Persons, Deborah Wiley, Peter Wiley and Bradford Wiley (the "Managers"), two-thirds of whom must consent to any act taken by the LLC. The Operating Agreement can only be amended with the consent of members holding two-thirds of the percentage interests. No one may be admitted to membership and no member may encumber his or her interest in the LLC without the unanimous consent of the members. A member or an estate of a deceased member may only transfer a membership interest in the LLC to (a) a transferee who is a descendant of William Bradford Wiley, the Managers' father, (b) a trust in which all the remaindermen are descendants of William Bradford Wiley or (c) a transferee who is not a descendant of William Bradford Wiley if the interest is first offered to (i) the other members, (ii) all living descendants of William Bradford Wiley, (iii) trusts exclusively for the benefit of descendants of William Bradford Wiley and (iv) any designee of the persons and entities listed in clauses (i) through (iii) above, at a price not higher than the closing price of the stock on the day notice of intent to transfer is given. The LLC can only be dissolved with (a) the consent of two-thirds of the percentage interest of members, (a) an event that terminates the continued membership of the last survivor of the members in the LLC under law or (c) a judicial dissolution. Certain of the shares of Class B Common Stock held by the LLC were transferred to the LLC pursuant to the Exchange Agreement. Each of Deborah Wiley, Peter Wiley, Bradford Wiley and the Partnership transferred shares of Class B Common Stock held individually to the LLC in exchange for shares of Class A Common Stock held by the LLC. The ratio for the exchange of Common Stock was 0.986857 shares of Class A Common Stock for every share of Class B Common Stock (the "Exchange Ratio"). The Exchange Ratio was determined in accordance with an independent valuation conducted by Management Planning, Inc., dated as of March 12, 2003. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Limited Liability Company Agreement of E.P. Hamilton Trusts LLC. Exhibit 2. Exchange Agreement, dated as of March 12, 2003. Exhibit 3. Agreement of Joint Filing. (Page 17 of 18 pages) Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 14, 2003 /s/ Deborah E. Wiley --------------------------- Deborah E. Wiley Date: March 14, 2003 /s/ Peter Booth Wiley --------------------------- Peter Booth Wiley Date: March 14, 2003 /s/ Bradford Wiley II --------------------------- Bradford Wiley II E.P. HAMILTON TRUSTS LLC Date: March 14, 2003 By: /s/ Deborah E. Wiley --------------------------- Name: Deborah E. Wiley Title: Manager W. BRADFORD WILEY ASSOCIATES, L.P. Date: March 14, 2003 By: /s/ Deborah E. Wiley --------------------------- Name: Deborah E. Wiley Title: General Partner Date: March 14, 2003 By: /s/ Peter Booth Wiley --------------------------- Name: Peter Booth Wiley Title: General Partner Date: March 14, 2003 By: /s/ Bradford Wiley II --------------------------- Name: Bradford Wiley II Title: General Partner Date: March 14, 2003 /s/ Peter Booth Wiley --------------------------- Date: March 14, 2003 /s/ Bradford Wiley II --------------------------- Date: March 14, 2003 /s/ Deborah E. Wiley --------------------------- Deborah E. Wiley, Peter Booth Wiley and W. Bradford Wiley II, as trustees of the trusts under Article Sixth of the will of Edward P. Hamilton f/b/o (1) Deborah E. Wiley, (2) Peter Booth Wiley, and (3) W. Bradford Wiley II Date: March 14, 2003 /s/ Deborah E. Wiley ------------------------------------------ Deborah E. Wiley, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o W. Bradford Wiley II Date: March 14, 2003 /s/ Peter Booth Wiley ------------------------------------------ Peter Booth Wiley, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o Deborah E. Wiley Date: March 14, 2003 /s/ Bradford Wiley II ------------------------------------------ W. Bradford Wiley II, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o Peter Booth Wiley Schedule I ---------- MANAGERS OF E.P. HAMILTON TRUSTS LLC
Name Title Citizenship Business Address Deborah E. Wiley Manager U.S.A. 1095 Market Street, Suite 309 San Francisco, CA 94103 Peter Booth Wiley Manager U.S.A. 1095 Market Street, Suite 309 San Francisco, CA 94103 Bradford Wiley II Manager U.S.A. 1095 Market Street, Suite 309 San Francisco, CA 94103
PARTNERS OF W. BRADFORD WILEY ASSOCIATES, L.P.
Name Title Citizenship Business Address Deborah E. Wiley General Partner U.S.A. 111 River Street Hoboken, NJ 07030 Peter Booth Wiley General Partner U.S.A. 111 River Street Hoboken, NJ 07030 Bradford Wiley II General Partner U.S.A. 111 River Street Hoboken, NJ 07030
TRUSTEES OF THE TRUST U/W/O/ EDWARD P. HAMILTON F/B/O DEBORAH E. WILEY
Name Title Citizenship Business Address Deborah E. Wiley Trustee U.S.A. 111 River Street Hoboken, NJ 07030 Peter Booth Wiley Trustee U.S.A. 111 River Street Hoboken, NJ 07030 Bradford Wiley II Trustee U.S.A. 111 River Street Hoboken, NJ 07030
TRUSTEES OF THE TRUST U/W/O/ EDWARD P. HAMILTON F/B/O PETER BOOTH WILEY
Name Title Citizenship Business Address Deborah E. Wiley Trustee U.S.A. 111 River Street Hoboken, NJ 07030 Peter Booth Wiley Trustee U.S.A. 111 River Street Hoboken, NJ 07030 Bradford Wiley II Trustee U.S.A. 111 River Street Hoboken, NJ 07030
TRUSTEES OF THE TRUST U/W/O/ EDWARD P. HAMILTON F/B/O W. BRADFORD WILEY II
Name Title Citizenship Business Address Deborah E. Wiley Trustee U.S.A. 111 River Street Hoboken, NJ 07030 Peter Booth Wiley Trustee U.S.A. 111 River Street Hoboken, NJ 07030 Bradford Wiley II Trustee U.S.A. 111 River Street Hoboken, NJ 07030
TRUSTEE OF THE TRUST U/A/D/ 6/2/58 BETWEEN EDWARD P. HAMILTON, AS GRANTOR, AND FRANCIS LOBDELL AND WILLIAM J. SEAWRIGHT, AS TRUSTEES, F/B/O DEBORAH E. WILEY
Name Title Citizenship Business Address Peter Booth Wiley Trustee U.S.A. 111 River Street Hoboken, NJ 07030
TRUSTEE OF THE TRUST U/A/D/ 6/2/58 BETWEEN EDWARD P. HAMILTON, AS GRANTOR, AND FRANCIS LOBDELL AND WILLIAM J. SEAWRIGHT, AS TRUSTEES, F/B/O PETER BOOTH WILEY
Name Title Citizenship Business Address Bradford Wiley II Trustee U.S.A. 111 River Street Hoboken, NJ 07030
TRUSTEE OF THE TRUST U/A/D/ 6/2/58 BETWEEN EDWARD P. HAMILTON, AS GRANTOR, AND FRANCIS LOBDELL AND WILLIAM J. SEAWRIGHT, AS TRUSTEES, F/B/O W. BRADFORD WILEY II
Name Title Citizenship Business Address Deborah E. Wiley Trustee U.S.A. 111 River Street Hoboken, NJ 07030
STATEMENT OF DIFFERENCES The section symbol shall be expressed as...................................'SS' EX-99 3 ex99-1.txt EXHIBIT 1 EXHIBIT 1 LIMITED LIABILITY COMPANY AGREEMENT OF E.P. HAMILTON TRUSTS LLC This Limited Liability Company Agreement, dated as of the 12th day of March, 2003, is between and among (i) Deborah E. Wiley, Peter Booth Wiley and W. Bradford Wiley II, as trustees of the trust under Article Sixth of the will of Edward P. Hamilton f/b/o Deborah E. Wiley; (ii) Deborah E. Wiley, Peter Booth Wiley and W. Bradford Wiley II, as trustees of the trust under Article Sixth of the will of Edward P. Hamilton f/b/o Peter Booth Wiley; (iii) Deborah E. Wiley, Peter Booth Wiley and W. Bradford Wiley II, as trustees of the trust under Article Sixth of the will of Edward P. Hamilton f/b/o W. Bradford Wiley II; (iv) Peter Booth Wiley as trustee of the Trust under agreement dated June 2, 1958 between Edward P. Hamilton, as Grantor, and Francis Lobdell and William J. Seawright, as Trustees, f/b/o Deborah E. Wiley; (v) W. Bradford Wiley II as trustee of the Trust under agreement dated June 2, 1958 between Edward P. Hamilton, as Grantor, and Francis Lobdell and William J. Seawright, as Trustees f/b/o Peter Booth Wiley; and (vi) Deborah E. Wiley as trustee of the Trust under agreement dated June 2, 1958 between Edward P. Hamilton, as Grantor, and Francis Lobdell and William J. Seawright, as Trustees, f/b/o W. Bradford Wiley II, each of whom is referred to herein as a "Member." * * * * * * * * * WHEREAS, the Members have determined that it is advisable to form a limited liability company (the "Company") under the laws of the State of Delaware for the purpose of investing in and owning the securities of John Wiley & Sons, Inc. and effectuating any and all transactions with respect thereto; WHEREAS, the Company is formed by Members who know and trust one another and who have surrendered certain individual management control with respect to the assets of the Company for the purpose of creating unified control of the Company's assets based upon their relationship and trust and, accordingly, an unauthorized transfer of a Member's interest could create a substantial hardship to the Company and the Members; and WHEREAS, in consideration of the foregoing the Members have determined that it is advisable to establish the restrictions upon ownership and transfer of interests in the Company set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Members agree as follows: ARTICLE I. Formation, Name and Principal Place of Business 1. Formation. The Members hereby organize the Company, to be known as E.P. Hamilton Trusts LLC, pursuant to the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (the "Law"; all references to the Law shall include any amendments or any substitute or successor provisions thereto). 2. Place of Business. The principal place of business of the Company shall be located at 1095 Market Street, Suite 309, San Francisco, California. ARTICLE II. Purpose of the Business The Company shall engage in the business of owning, investing in, administering and otherwise managing the securities of John Wiley & Sons, Inc. held by the Company from time to time and such other lawful activities as the Members shall determine. 2 ARTICLE III. MEMBERS No person shall be admitted as a Member hereof unless he, she or it is (i) a descendant of W. Bradford Wiley; (ii) a trustee of a trust in which the remaindermen are, exclusively, descendants of W. Bradford Wiley, which shall, for all purposes of this Agreement, include a trustee of a trust for a spouse of any such descendant of W. Bradford Wiley in which the remaindermen are, exclusively, descendants of W. Bradford Wiley or (iii) a limited liability company or family limited partnership or other entity in which all interests are owned, and are required to be owned, exclusively by descendants of W. Bradford Wiley. ARTICLE IV. CAPITAL CONTRIBUTIONS AND MEMBERS' ACCOUNTS 1. Initial Capital Contributions. As their initial capital contributions to the Company, each Member shall be credited with the amount of capital contribution to the Company reflected on Exhibit A hereto. 2. Additional Contributions; No Withdrawal. No Member shall have any obligation to contribute additional capital or make any loan to the Company. No interest shall be paid on any capital contributed to the Company. No Member shall be entitled to a return of all or any part of the capital contributions of such Member in the Company until the full and complete winding up and liquidation of the business and affairs of the Company or upon withdrawal of the Member in accordance with Article VIII, Section 2(c) hereof. 3. Capital Accounts. (a) A single capital account (hereinafter called the "Capital Account") shall be maintained for each Member in accordance with the capital accounting rules of Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code"; all citations to 3 the Code or to the Regulations promulgated thereunder (the "Regulations") shall include any amendments or any substitute or successor provisions thereto). In general, under such rules, a Member's Capital Account shall be: (i) increased by (A) the amount of money contributed by the Member to the Company (including the amount of any Company liabilities that are assumed by such Member other than in connection with distributions of Company property), (B) the fair market value of property contributed by the Member to the Company (net of liabilities secured by such contributed property that under Section 752 of the Code the Company is considered to assume or take subject to), and (C) allocations to the Member of Company Net Income (or items thereof), including income and gain exempt from tax; and (ii) decreased by (A) the amount of money distributed to the Member (including the amount of such Member's individual liabilities that are assumed by the Company other than in connection with contribution of property to the Company), (B) the fair market value of property distributed to the Member by the Company (net of liabilities secured by such distributed property that under Section 752 of the Code such Member is considered to assume or take subject to), (C) allocations to the Member of expenditures of the Company not deductible in computing its taxable income and not properly chargeable to the Capital Account, and (D) allocations to the Member of Net Loss (or items thereof). (b) If Section 704(c) of the Code applies to Company property or if Company property shall be revalued pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations, each Member's Capital Account shall be adjusted in accordance with Section 1.704-1(b)(2)(iv)(g) of the Regulations with respect to allocations to the Members of depreciation, depletion, amortization and gain or loss, as computed for book purposes with respect to such property. 4 (c) When Company property shall be distributed in kind (whether in connection with liquidation and dissolution of the Company or otherwise), the Capital Accounts of the Members shall first be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property (that has not been previously reflected in the Capital Account) would be allocated among the Members, if there had been a taxable disposition of such property at the fair market value of such property (taking into account Section 7701(g) of the Code) on the date of distribution. (d) The foregoing provisions of this Article IV(3) shall be interpreted in accordance with the requirements of Section 1.704-1(b)(2)(iv) of the Regulations. The Regulations shall govern the maintenance of Capital Accounts to the extent this Agreement is silent as to treatment of a particular item or a provision of this Agreement relating to Capital Account balances is in conflict with the Regulations. 4. Percentage Interests. The percentage interest of each Member in the Company (the "Percentage Interest") is set forth on Exhibit A hereto. ARTICLE V. ALLOCATIONS AND DISTRIBUTIONS 1. Net Income and Net Loss. "Net Income" and "Net Loss" shall mean, for each fiscal year, the Company's income or loss, as the case may be, for Federal income tax purposes, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in determining Net Income or Net Loss), with the following adjustments: 5 (i) any income of the Company that is exempt from Federal income tax and not otherwise taken into account shall be added to Net Income or subtracted from Net Loss; and (ii) any expenditures of the type described in Section 705(a)(2)(B) of the Code, or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations, and not otherwise taken into account, shall be subtracted from Net Income or added to Net Loss. 2. Allocations. (a) In General. Net Income and Net Loss will be allocated to the Members in proportion to each Member's respective Percentage Interest. (b) Allocations With Respect to Property. Solely for tax purposes, in determining each Member's allocable taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to (i) any contributed property or (ii) revalued property, if the Company's property is revalued pursuant to Section 1.704-1 (b)(2)(iv)(f)of the Regulations, shall be allocated to the Members in the manner provided in Section 704(c) of the Code with respect to contributed property and in the same manner as provided in such Section with respect to any property so revalued. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing it (or, with respect to property which has been revalued, the adjusted basis of the property to the Company) and the fair market value of the property determined by the Members at the time of its contribution or revaluation, as the case may be. (c) Change of Pro Rata Interests. Except as required by law, if the proportionate interests of the Members of the Company are changed during any taxable year, 6 unless the Members agree otherwise, all items to be allocated to the Members for such entire taxable year shall be prorated on the basis of the portion of such taxable year which precedes each such change and the portion of such taxable year on and after each such change according to the number of days in each such portion, and the items so allocated for each such portion shall be allocated to the Members in the manner in which such items are allocated as provided in Article V, Section 2(a) during each such portion of the taxable year in question. 3. Distributions. Distributions, if any, shall be made as and when determined by the Managers and in the form of cash, securities or such other property of the Company as the Managers may so determine. Distributions shall be made to Members in accordance with their respective Percentage Interests as of the date of such distribution, subject to adjustments as provided in Article V, Section 2(c) in the event of a change in pro rata interests. ARTICLE VI. MANAGEMENT 1. Managed by Managers. (a) The business and affairs of the Company shall be managed and conducted by at least two managers (the "Managers") to be appointed by the vote or written consent of the Members holding not less than two-thirds (2/3) of the Percentage Interests of the Members. Deborah E. Wiley, Peter Booth Wiley and W. Bradford Wiley II are hereby designated to serve as Managers commencing on the date hereof. The Managers shall have the exclusive right to manage the affairs of the Company and handle all matters arising in connection therewith except as otherwise set forth herein. No action shall be taken by the Managers unless two-thirds (2/3) of the Managers have consented to such action. (b) Each Manager (i) shall be a descendant of W. Bradford Wiley; (ii) may be, but need not be, a Member of the Company; (iii) may be removed or replaced only with 7 the consent of two-thirds (2/3) of the Managers; and (iv) unless such Manager has (a) been removed or (b) has resigned by at least 30 days notice to the Members, shall hold office for the life of the Company. (c) Notwithstanding anything to the contrary herein, (i) the Managers, by consent of at least two-thirds (2/3) vote of the Managers, may appoint one or more additional Managers meeting the requirements set forth above; and (ii) in the event that a Manager cannot fulfill his or her duties due to death or incapacity, the remaining Managers, by at least two-thirds (2/3) vote of the Mangers, shall have the right but not the obligation to appoint a replacement meeting such requirements. 2. Rights and Powers of Managers. Unless otherwise limited hereunder, the Managers shall have all specific rights and powers required or appropriate to the management of the Company including, without limitation, the power to invest in or sell any property, including corporate stocks of any class, interests in general or limited partnerships or limited liability companies (other than the Company), the power to vote any such stocks or interests, and the power to engage the services of such accountants, attorneys and investment advisors as the Mangers shall deem appropriate; provided, however, that the Managers shall not have the authority to (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company; or (iii) possess property of the Company or assign the rights of the Company in specific property of the Company for other than the purposes of the Company. 3. Limitations on Managers' Authority. The following actions shall be taken only by vote or written consent of the Members holding not less than two-thirds (2/3) of the Percentage Interests of the Members: 8 (i) to dissolve the Company or merge or consolidate it with another entity; and (ii) to amend this Agreement. 4. Filings. The parties have heretofore caused the filing with the Secretary of State of the State of Delaware of a Certificate of Formation of the Company. The Managers shall take all action that may be necessary or appropriate for the continuation of the valid existence of the Company as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence shall be necessary to protect the limited liability of the Members or to enable the Company to conduct the business in which it shall be engaged). 5. Tax Returns. The Managers shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority, and to make timely filing thereof. Within 60 days after the end of each calendar year (or such later date determined by the Managers), the Managers shall prepare or cause to be prepared and delivered to each Member a report setting forth in reasonable detail the information with respect to the Company during such calendar year reasonably required to enable each Member to prepare his or her federal, state and local income tax returns in accordance with applicable law then prevailing. The Managers shall determine which Member shall act as "Tax Matters Partner" for the Company. The initial Tax Matters Partner shall be Peter Booth Wiley. 6. Authority. Any person doing business with or otherwise dealing in any transactions whatsoever with the Managers acting as such shall be entitled to rely fully on the Managers' power and authority to bind the Company in that business or transaction. 7. Elimination of Liability. Neither the Members nor any Manager shall have liability to the Company or its Members for failure to perform in accordance with or to comply 9 with the terms of this Agreement or for any other reason, provided that the foregoing shall not eliminate the liability of the Member or Manager if a judgment or other final adjudication adverse to the Member or Manager establishes that his or her acts or omissions were in bad faith or involved willful misconduct or a knowing violation of law or that the Member or Manager personally gained a financial profit or other advantage to which the Member or Manager was not legally entitled. 8. Indemnification. The Company shall indemnify and hold harmless any Member or Manager from and against any and all claims and demands whatsoever (including, without limitation, such as may result from any threatened or actual civil or criminal action or proceeding) incurred or made by reason of such Member's or Manager's status as such, except in the event that a judgment or other final adjudication adverse to such Member or Manager shall establish that his or her acts or omissions were in bad faith or involved willful misconduct or a knowing violation of law and were material to the cause of action so adjudicated or that the Member or Agent personally gained a financial profit or other advantage to which the Member or Manager was not legally entitled. ARTICLE VII. BOOKS AND RECORDS 1. Maintenance of Books and Records. Full and accurate books of account and records of the Company shall be maintained and kept at the principal place of business of the Company. All transactions of or relating to the Company and its business shall be entered in such books. 2. Members' Access to Information. Each Member or his, her or its representative, duly authorized in writing, shall have the right to obtain from the Company, after 10 reasonable notice, true and full information relating to the status of the business and financial condition of the Company and such other information regarding the affairs of the Company as shall be reasonably requested. 3. Annual Statements. As soon as practicable after the end of each calendar year, which shall be the fiscal year of the Company, the Managers shall cause to be prepared a statement of financial condition as of the last day of such year and a statement of income and expenses for the year then ended, together with such supporting schedules as the Company shall from time to time cause to be included therewith. Each of said annual statements shall be prepared on an income tax basis and shall be delivered to each of the Members forthwith upon completion of its preparation. ARTICLE VIII. TRANSFER OF INTERESTS 1. (a) The ownership and transferability of interests in the Company are substantially restricted as set forth herein. Neither record title nor beneficial ownership of a Member's interest in the Company may be transferred or encumbered except as otherwise set forth in this Agreement. (b) Except as provided in Section 2 below, no person acquiring an interest in the Company by sale, assignment or otherwise may be admitted to the Company without the unanimous vote or consent of the Members. No Member may grant a security interest in or otherwise pledge, hypothecate or encumber his, her or its interest in the Company or such Member's distributions without the unanimous vote or consent of the other Members. It is understood that the Members are under no obligation to give such consent and are subject to no liability for withholding such consent. 11 (c) Except as provided in Section 2 below, no Member may sell, assign or otherwise transfer record title or beneficial ownership of all or any part of his, her or its interest in the Company to any person or entity without the unanimous vote or consent of the Members. 2. (a) A Member or an estate of a deceased Member may transfer all or part of a Member's interest in the Company to (A) any descendant of W. Bradford Wiley; or (B) a trust in which the remaindermen are, exclusively, descendants of W. Bradford Wiley. Any such transfer shall be effective and valid hereunder only if the recipient of the transfer executes and delivers to the Company of a copy of this Agreement. After such execution and delivery, a transferee shall become a Member subject to all the terms and provisions of this Agreement. A substituted or additional Member shall be entitled to all the rights and subject to all the duties of a Member under this Agreement, and any reference herein to a Member or Members shall be deemed to include each such substituted or additional Member. Regardless of whether the estate of a deceased Member shall become a substituted Member, such estate shall be liable for all the liabilities, if any, of the decedent as a Member. (b) (i) If at any time a Member (the "Offering Party") shall desire to dispose of all or any portion of his or her interest in the Company to a transferee other than a descendant of W. Bradford Wiley or a trust in which the remaindermen are, exclusively descendants of W. Bradford Wiley, the Offering Party shall first give to the other Members and to all known living descendants of W. Bradford Wiley and the trustees of all known trusts in which the remaindermen are, exclusively, descendants of W. Bradford Wiley as identified by the Managers (the "Insiders") a notice (an "Offering Notice") of the interest to be disposed of, and the price (which shall not be higher than the closing trading price per share on the day of the Notice of any marketable securities corresponding to the Offering Party's Percentage Interest in the LLC being offered) and the terms of disposition, which shall be accompanied by a copy of 12 the written offer to purchase received from the proposed transferee. The Insiders shall have the right, irrevocable for a period of 30 days after the giving of the Offering Notice (the "Insiders' Offer Period"), to elect to purchase all or any portion of the interest specified in the Offering Notice at the price and on the terms set forth therein. (ii) If the Insiders shall not elect to purchase all or part of the interest offered in the Offering Notice pursuant to the foregoing provisions of this Section 2(b), the Managers, by two-thirds (2/3) consent, shall have the right, irrevocable for a period of 10 days from the end of the Insiders' Offer Period, to designate any person, persons, entity or entities who or which shall have the exclusive right to purchase the remaining interest (the "Designee"). The Designee(s) shall then have the right, irrevocable for a period of 20 days from the date of designation (the "Designee Offer Period"), to elect to purchase all or any portion of the interest specified in the Offering Notice at the price and the terms set forth therein. (iii) If an Insider or Designee shall elect to exercise his, her or its right to purchase, notice of such election (an "Election Notice") shall be given to the Offering Party within the Insider Offer Period or the Designee Offer Period, as the case may be, which Election Notice shall specify a closing date not less than 15 or more than 45 days after the giving thereof, and on the date so specified the Offering Party shall sell, and the Insider or Designee, as the case may be, shall purchase, the interest specified in the Election Notice at the price and upon the terms provided therein. If more than one Insider shall send an Election Notice, the right to buy such interest shall be divided as agreed upon among the Insiders who shall have sent the Election Notices or, failing such agreement, equally among the Insiders, and the closing shall be held on a date mutually agreeable to the Offering Party and the Insiders electing to purchase, but in no event later than 30 days after the expiration of the Offering Period. If more than one Designee shall send an Election Notice, the allocation of the right to buy such interest shall be 13 determined by consent of two-thirds (2/3) of the Managers (other than the Offering Party, if he or she shall be a Manager). If the Designee(s) shall purchase an interest specified in the Offering Notice, the Company shall deliver to the Designee(s) at the closing such portion of the Offering Party's current capital contribution corresponding to the interest purchased, and the Offering Party's Percentage Interest shall be adjusted accordingly. (c) If the interest offered in the Offering Notice is not sold to the Insider(s) or Designee(s) pursuant to the foregoing provisions of Section 2(b), any Member other than Deborah E. Wiley, Peter Booth Wiley and W. Bradford Wiley II, as trustees of the trusts entering into this Agreement, (a "Non-Founding Member"), may, upon written notice to the Company given within ten business days after the giving of the Offering Notice, withdraw as a Member of the Company, and the Company shall promptly return such withdrawing Member's capital contribution in kind as reflected by such withdrawing Member's current Capital Account. The withdrawing Member may dispose of the returned capital contribution without restriction. If the Non-Founding Member does not withdraw within three months after giving the Offering Notice, Section 2(b) above shall again be applicable in respect of any proposed disposition of all or any portion of the Non-Founding Member's interest in the Company. ARTICLE IX. DISSOLUTION 1. Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following events: (a) The vote or consent of Members holding not less than two-thirds (2/3) of the Percentage Interests of the Members; 14 (b) Any event which terminates the continued membership of the last to survive of the Members in the Company under the Law; and (c) the entry of a decree of judicial dissolution under the Law. 2. Liquidation and Distribution of Assets. (a) Winding Up. Upon the dissolution of the Company, it shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate or distribute its assets. The Managers, by two-thirds (2/3) consent, shall appoint a liquidator (who may, but need not, be a Member) who shall have sole authority and control over the winding up of the Company's business and affairs and shall diligently pursue the winding up of the Company. (b) Settling of Accounts. Upon the dissolution, the proceeds of any liquidation shall be applied as follows: (i) first, to pay or provide for all expenses of liquidation and winding up; (ii) second, to pay or provide for all debts, obligations and liabilities of the Company in the order of priority as provided by law, other than debts owing to the Members in respect of distributions pursuant to Section 18-601 or Section 18-604 of the Law; (iii) third, to pay all debts of the Company owing to Members in respect of distributions pursuant to Section 18-601 or Section 18-604 of the Law; (iv) fourth, to the Members in accordance with and to the extent of their respective positive Capital Accounts until the Capital Account of each Member is zero; and (v) fifth, to the Members in accordance with their respective Percentage Interests immediately preceding such liquidation. (c) Certificate of Cancellation. Upon dissolution and completion of the winding up of the Company and distribution of its assets, the liquidator shall cause to be executed and filed with the Secretary of State of the State of Delaware a certificate of cancellation in accordance with Section 18-203 of the Law. 15 ARTICLE X. TERMINATION AND WITHDRAWAL 1. Termination of Rights. Upon the death, withdrawal, dissolution, expulsion, bankruptcy or occurrence of any other event which shall terminate the continued membership of a Member in the Company under the Law, all membership rights of such Member shall be automatically terminated and, except as provided in Article VIII of this Agreement, the executor, trustee or other successor of such Member shall have no right to be admitted to the Company as a Member and shall have only the rights of an assignee of the interest of such Member pursuant to Section 18-702 of the Law and such rights as are provided for in Section 18-705 of the Law. 2. Withdrawal. Except pursuant to the vote or consent of two-thirds (2/3) of the Managers the Members or Article VIII, a Member shall have no right to withdraw from the Company prior to the dissolution and winding up of the Company. ARTICLE XI. MISCELLANEOUS PROVISIONS 1. Entire Agreement. This Agreement contains the entire agreement of the parties, supersedes all prior agreements and may not be changed, altered, or amended, except pursuant to the vote or consent of the Members. This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws. This Agreement shall be binding upon and shall inure to the benefit of the heirs, successors and legal representatives of the Members. 2. Enforcement. If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid, the remainder of this Agreement and the application of its provisions to other persons and circumstances shall not be affected thereby. 16 3. Counterparts. This Agreement may be executed in counterparts, all of which taken together shall be deemed one original. 4. Captions. The captions of the respective sections of this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning of the provisions of this Agreement. 5. Notices. All notices required or provided for by the provisions of this Agreement shall be in writing and shall be deemed given when deposited in first class mail, transmitted by facsimile or delivered by courier to the last address or facsimile number of the Member to whom such notice is to be given appearing in the records of the Company. 6. Application of the Law. This Agreement shall be governed by the laws of the State of Delaware. Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable provisions of such laws. 7. Adopteds. The relationship of any person which is derived by or through legal adoption shall for all purposes of this Agreement be considered to be a natural one provided that the person adopted shall be a minor under the age of twelve years at the time of said adoption. * * * * * * 17 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. /s/ Peter Booth Wiley ---------------------------------------------------- /s/ Bradford Wiley II ---------------------------------------------------- /s/ Deborah E. Wiley ---------------------------------------------------- Deborah E. Wiley, Peter Booth Wiley and W. Bradford Wiley II, as trustees of the trusts under Article Sixth of the will of Edward P. Hamilton f/b/o (1) Deborah E. Wiley, (2) Peter Booth Wiley, and (3) W. Bradford Wiley II /s/ Peter Booth Wiley ---------------------------------------------------- Peter Booth Wiley, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o Deborah E. Wiley /s/ Bradford Wiley II ---------------------------------------------------- W. Bradford Wiley II, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o Peter Booth Wiley /s/ Deborah E. Wiley ---------------------------------------------------- Deborah E. Wiley, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o W. Bradford Wiley II 18 EXHIBIT A
- ------------------------------------------------------------------------------------------------------------------------ Member/Address Initial Contribution* Percentage Interest - ------------------------------------------------------------------------------------------------------------------------ Deborah E. Wiley, Peter Booth Wiley and W. Bradford Class A: 0 Wiley II as trustees of trust u/w/o E.P. Hamilton Class B: 1,413,544 16.4 f/b/o Deborah Wiley - ------------------------------------------------------------------------------------------------------------------------ Deborah E. Wiley, Peter Booth Wiley and W. Bradford Class A: 0 Wiley II as trustees of trust u/w/o E.P. Hamilton Class B: 1,413,540 16.4 f/b/o Peter Booth Wiley - ------------------------------------------------------------------------------------------------------------------------ Deborah E. Wiley, Peter Booth Wiley and W. Bradford Class A: 0 Wiley II as trustees of trust u/w/o E.P. Hamilton Class B: 1,413,540 16.4 f/b/o W. Bradford Wiley II - ------------------------------------------------------------------------------------------------------------------------ Peter Booth Wiley as trustee of E. P. Hamilton Class A: 875,136 Trust u/a/d 6/2/58 f/b/o Deborah E. Wiley Class B: 583,424 16.9 - ------------------------------------------------------------------------------------------------------------------------ W. Bradford Wiley II as trustee of E. P. Hamilton Class A: 875,136 Trust u/a/d 6/2/58 f/b/o Peter Booth Wiley Class B: 583,424 16.9 - ------------------------------------------------------------------------------------------------------------------------ Deborah E. Wiley as trustee of E. P. Hamilton Trust Class A: 875,136 u/a/d 6/2/58 f/b/o Class B: 583,424 16.9 W. Bradford Wiley II - ------------------------------------------------------------------------------------------------------------------------
*Shares of John Wiley & Sons, Inc. EX-99 4 ex99-2.txt EXHIBIT 2 EXHIBIT 2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") is executed and entered into effective as of March 12, 2003, by and among (i) E.P. Hamilton Trusts LLC, a Delaware limited liability company (the "LLC"), (ii) Deborah E. Wiley ("Deborah Wiley"), (iii) Peter Booth Wiley ("Peter Wiley"), (iv) Bradford Wiley II ("Bradford Wiley"), and (v) W. Bradford Wiley Associates, L.P., a New Jersey limited partnership (the "Partnership"). RECITALS WHEREAS, the parties to this Agreement own approximately 20 percent of the total outstanding shares of capital stock of John Wiley & Sons, Inc. (the "Company") and control approximately 50 percent of the voting power of the Company; WHEREAS, the LLC was established for the purpose of maintaining family ownership and control of the Company by owning, investing in, administering and managing shares of the Company's Class A common stock, par value $1.00 per share (the "Class A Stock") and shares of the Company's Class B common stock, par value $1.00 per share (the "Class B Stock," and together with the Class A Stock, the "Shares"); and WHEREAS, it is the intent of the parties that the LLC shall become the holder of record of all of the Class B Stock currently held by Deborah Wiley, Peter Wiley, Bradford Wiley and the Partnership. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the parties hereto do hereby agree as follows: SECTION I EXCHANGE OF SHARES 1.1 Exchange of Class A Stock for Class B Stock. Each of Deborah Wiley, Peter Wiley, Bradford Wiley and the Partnership (collectively, the "Family Holders") hereby agrees to transfer to the LLC all of his, her or its shares of Class B Stock as set forth below opposite their respective names solely in exchange for the number of shares of Class A Stock as set forth below opposite their respective names. For the purposes of this exchange, each share of Class B Stock shall equal .961184 shares of Class A Stock based on the appraisal of Management Planning, Inc., dated March 12, 2003.
Shares of Class B Stock Shares of Class A Stock Family Holder Transferred to LLC Received from LLC ------------- ------------------ ---------------- Deborah Wiley 645,472 654,068 Peter Wiley 608,544 616,649 Bradford Wiley 608,544 616,649 Partnership 297,680 301,644 --------- --------- Total 2,160,240 2,189,010
1.2 The Closing. The closing (the "Closing") of the transactions contemplated by this Agreement shall take place on the date hereof at the offices of the Company, or on such other date, time or place as may be agreed upon in writing by the parties hereto. The date of the Closing is herein referred to as the Closing Date. 1.3 Closing Deliveries. In connection with the Closing each Family Holder shall deliver to the LLC certificates representing the shares of Class B Stock to be transferred by each, duly endorsed to the LLC, or with stock powers attached, duly endorsed to the LLC. The LLC shall deliver to each Family Holder certificates representing the shares of Class A Stock to be transferred to each such Family Holder, duly endorsed to each such Family Holder, or with stock powers attached, duly endorsed to each such Family Holder. 1.4 Transfer Taxes. The LLC shall bear the cost of documentary, stamp, sales, excise or other taxes payable in respect of the transfer of the Shares, if any. SECTION II REPRESENTATIONS AND WARRANTIES 2.1 As a material inducement to the LLC to exchange the Shares, each Family Holder represents and warrants to the LLC as follows: (a) Legal Age; Legally Competent. Each of Deborah Wiley, Peter Wiley and Bradford Wiley is of legal age to execute and perform this Agreement and is legally competent to do so. (b) Due Authorization, Enforceability, No Conflicts. The Partnership has taken all action necessary to authorize the execution, deliver and performance by it of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of each Family Holder, enforceable against him, her or it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights generally and general principles of equity. The execution, delivery and performance by each Family 2 Holder of this Agreement will not violate, conflict with or cause any breach of the terms of any law, rule, regulation, order, writ, injunction or decree to which he, she or it is subject, or any agreement or instrument to which such Family Holder is a party or by which such Family Holder may be bound. (c) Consents. No consent, approval or authorization of, or exemption by, or registration or filing with, any governmental or regulatory authority or other third party which has not been obtained or made by any Family Holder on or before the date hereof is required in connection with the execution and delivery by him, her or it of this Agreement or the consummation by him, her or it of the transactions contemplated hereby. (d) Title. Each Family Holder has full legal and beneficial title to the shares of Class B Stock attributed to him, her or it, and, upon transfer to the LLC, the LLC will have full legal and beneficial title thereto free and clear of all liens, encumbrances or other interests of third parties. 2.2 As a material inducement to each of the Family Holders to exchange the Shares, the LLC represents and warrants to each Family Holder as follows: (a) Due Authorization, Enforceability, No Conflicts. The LLC has taken all action necessary to authorize the execution, deliver and performance by it of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of the LLC, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights generally and general principles of equity. The execution, delivery and performance by the LLC of this Agreement will not violate, conflict with or cause any breach of the terms of any law, rule, regulation, order, writ, injunction or decree to which it is subject, or any agreement or instrument to which the LLC is a party or by which it may be bound. (b) Consents. No consent, approval or authorization of, or exemption by, or registration or filing with, any governmental or regulatory authority or other third party which has not been obtained or made by the LLC on or before the date hereof is required in connection with the execution and delivery by it of this Agreement or the consummation by it of the transactions contemplated hereby. (c) Title. The LLC has full legal and beneficial title to the shares of Class A Stock attributed to it, and, upon transfer to the Family Holders, each Family Holder will have full legal and beneficial title to the Shares received free and clear of all liens, encumbrances or other interests of third parties. 3 SECTION III MISCELLANEOUS 3.1 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to the subject matter hereof. 3.2 Survival of Representations and Warranties. The respective representations and warranties of the Family Holders and the LLC, contained in this Agreement shall survive the exchange of the Shares, contemplated hereby. 3.3 Amendment and Waiver. This Agreement may not be amended nor may any of the provisions hereof be waived orally. To be effective, any amendment to this Agreement shall be in writing and signed by all of the parties hereto. To be effective, any waiver of any of the provisions of this Agreement shall be in writing and signed by the party to be charged and then such waiver shall be effective only to the extent specifically set forth in such writing. 3.4 Notices. All notices, consents, waivers or other communications required or permitted to be given or made pursuant to any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given or made for all purposes if sent by certified or registered mail, return receipt requested, and postage prepaid, hand delivered, sent by confirmed telecopy or other confirmed electronic means or by express mail service or other nationally recognized overnight courier service to the party at its or his or her address. 3.5 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, construed and enforced in accordance with the laws of the State of New York without reference to the choice of law provisions thereof. 3.6 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 3.7 Severability. If any provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provisions of this Agreement. 3.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. 3.9 Headings. The headings in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement. 4 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first above written. E.P. HAMILTON TRUSTS LLC By: /s/ Deborah E. Wiley ---------------------------- Name: Deborah E. Wiley Title: Manager /s/ Deborah E. Wiley ---------------------------- Deborah E. Wiley /s/ Peter Booth Wiley ---------------------------- Peter Booth Wiley /s/ Bradford Wiley II ---------------------------- Bradford Wiley II W. BRADFORD WILEY ASSOCIATES, L.P. By: /s/ Deborah E. Wiley ---------------------------- Name: Deborah E. Wiley Title: General Partner By: /s/ Peter Booth Wiley ---------------------------- Name: Peter Booth Wiley Title: General Partner By: /s/ Bradford Wiley II ---------------------------- Name: Bradford Wiley II Title: General Partner 5 EX-99 5 ex99-3.txt EXHIBIT 3 Exhibit 3 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby consents to the joint filing on their behalf of a single Schedule 13D/A and any amendments thereto, with respect to the ownership by each of the undersigned of shares of Class A Common Stock and Class B Common Stock of John Wiley & Sons, Inc. Each of the undersigned hereby further agrees that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument. Date: March 14, 2003 /s/ Deborah E. Wiley ------------------------------------------ Deborah E. Wiley Date: March 14, 2003 /s/ Peter Booth Wiley ------------------------------------------ Peter Booth Wiley Date: March 14, 2003 /s/ Bradford Wiley II ------------------------------------------ W. Bradford Wiley II E.P. HAMILTON TRUSTS LLC Date: March 14, 2003 By: /s/ Deborah E. Wiley ------------------------------------------ Name: Deborah E. Wiley Title: Manager W. BRADFORD WILEY ASSOCIATES, L.P. Date: March 14, 2003 By: /s/ Deborah E. Wiley ------------------------------------------ Name: Deborah E. Wiley Title: General Partner Date: March 14, 2003 By: /s/ Peter Booth Wiley ------------------------------------------ Name: Peter Booth Wiley Title: General Partner Date: March 14, 2003 By: /s/ Bradford Wiley II ------------------------------------------ Name: Bradford Wiley II Title: General Partner Date: March 14, 2003 /s/ Bradford Wiley II ------------------------------------------ Date: March 14, 2003 /s/ Peter Booth Wiley ------------------------------------------ Date: March 14, 2003 /s/ Deborah E. Wiley ------------------------------------------ Deborah E. Wiley, Peter Booth Wiley and W. Bradford Wiley II, as trustees of the trusts under Article Sixth of the will of Edward P. Hamilton f/b/o (1) Deborah E. Wiley, (2) Peter Booth Wiley, and (3) W. Bradford Wiley II Date: March 14, 2003 /s/ Deborah E. Wiley ------------------------------------------ Deborah E. Wiley, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o W. Bradford Wiley II Date: March 14, 2003 /s/ Peter Booth Wiley ------------------------------------------ Peter Booth Wiley, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o Deborah E. Wiley Date: March 14, 2003 /s/ Bradford Wiley II ------------------------------------------ W. Bradford Wiley II, as trustee of the Trust u/a dated June 2, 1958 between Edward P. Hamilton, Grantor, and Francis Lobdell and William J. Seawright, Trustees, f/b/o Peter Booth Wiley -----END PRIVACY-ENHANCED MESSAGE-----